Website Design Services Agreement

Website Design Services Agreement

This Website Design Services Agreement ("Agreement") is entered into as of by and between Client Name: with address and Service Provider Name: with address .

WHEREAS

WHEREAS, Client desires to engage Service Provider to design, develop, and deliver a website and related services as described herein; and

WHEREAS, Service Provider represents that it has the expertise, personnel, and resources necessary to perform the services and deliver the deliverables in accordance with the specifications and schedule set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the website design services to be performed by Service Provider.

SCOPE OF WORK

Service Provider will perform the website design and related services described in the Scope of Work. The Scope of Work includes design, development, content integration, basic on-site search engine optimization, and delivery of agreed deliverables. Specific deliverables, features, and technical specifications are set forth below and may be further detailed in change orders.

PROJECT TIMELINE

Target Start Date:   Target Completion Date:

PAYMENT TERMS

Client agrees to pay Service Provider for the services described in this Agreement in accordance with the following terms.

Late payments are subject to a late fee of (or the maximum rate permitted by law), plus all reasonable collection costs and attorneys' fees.

CHANGE ORDERS

Any material changes to the Scope of Work requested by Client shall be documented in a written change order signed by both parties. Additional work will be charged at the agreed hourly rate or fixed price set forth in the change order.

ACCEPTANCE AND TESTING

Upon delivery of a deliverable, Client will have days to test and either accept the deliverable in writing or provide a list of deficiencies. Failure to provide timely notice will be deemed acceptance.

INTELLECTUAL PROPERTY RIGHTS

Subject to payment in full, Service Provider assigns to Client all right, title, and interest in and to the delivered website and associated deliverables created specifically under this Agreement. Service Provider retains ownership of its pre-existing materials, templates, tools, and libraries that are incorporated into the deliverables. To the extent Service Provider provides pre-existing Materials, Service Provider grants Client a perpetual, non-exclusive license to use such pre-existing Materials as embedded in the deliverables.

CONFIDENTIALITY

Each party will hold confidential all non-public information disclosed by the other party that is marked confidential or would reasonably be understood to be confidential under the circumstances ("Confidential Information"). Confidential Information shall be used solely to perform obligations under this Agreement. Confidentiality obligations do not apply to information that (i) is or becomes public through no breach; (ii) is rightfully received from a third party without restriction; (iii) is independently developed without use of the other's Confidential Information; or (iv) is required to be disclosed by law. Confidentiality obligations will survive termination of this Agreement for years.

WARRANTIES; DISCLAIMER; LIMITATION OF LIABILITY

Service Provider warrants that for a period of days after acceptance, the deliverables will materially conform to the specifications set forth in the Scope of Work. Service Provider's sole obligation and Client's exclusive remedy for breach of this warranty is limited to correction of non-conforming deliverables at Service Provider's expense. EXCEPT FOR THE LIMITED WARRANTY SET FORTH ABOVE, SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT WILL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT. NEITHER PARTY WILL BE LIABLE FOR CONSEQUENTIAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES.

INDEMNIFICATION

Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or infringement of third-party intellectual property rights, except to the extent caused by the indemnified party's own negligence or breach.

TERM AND TERMINATION

This Agreement commences on the Effective Date and continues until the completion of the services unless earlier terminated as provided herein. Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice. Upon termination, Client will pay Service Provider for all work performed and non-cancelable commitments incurred through the termination date.

MAINTENANCE & SUPPORT

Optional maintenance and support may be provided under a separate maintenance agreement or addendum. To request recurring maintenance, check below and specify monthly rate and service level.

EXPENSES AND TAXES

Client will reimburse Service Provider for pre-approved out-of-pocket expenses reasonably incurred in connection with the services. All fees are exclusive of taxes, and Client will be responsible for any sales, use, value-added, or other taxes arising from this Agreement, excluding taxes based on Service Provider's net income.

DISPUTE RESOLUTION; GOVERNING LAW

The parties will attempt to resolve disputes arising under this Agreement through good faith negotiation. If the parties cannot resolve a dispute within 30 days, the matter will be submitted to mediation. If mediation fails, either party may pursue any available legal or equitable remedies in a court of competent jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles.

ENTIRE AGREEMENT

This Agreement, including any attachments and change orders signed by both parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, and understandings. Any modification of this Agreement must be in writing and signed by both parties.

MISCELLANEOUS

Neither party may assign this Agreement without the prior written consent of the other, except that Service Provider may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. If any provision of this Agreement is found to be unenforceable, the remaining provisions will remain in full force and effect.

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